:'-\  . 


3S5.I 


N\ 


^rjvs^ri'^-l.  :  4*0  4"L^. 


Gr 


GT^s-vm  I..     f)5S«.^*^blv  °^ 


Md 


IS&& 


Library 

OF  THE 

University  of  NortK  Carolina 

This  book  was  presented  by 


dp 385.1-  N&T^l 


Memorial  No. 

•1 

[Ses. 

1866- 

-'67. 

Ordered  to  he  Printed. 

Wm 

.  E. 

Pell,  Printer  to  the  State 

MEMORIAL. 


To  the  Honorable  the  General  Assembly 

of  the  State  of  North  Carolina: 

The  undersigned  Memorialists  in  behalf  of  the  North  Caro- 
lina Rail  Road  Company  would  respectfully  represent,  that 
at  a  regular  annual  meeting  of  the  stockholders  of  said  Com- 
pany, held  at  Hillsboro',  on  the  twelfth  day  of  July,  1866, 
■  they  were  appointed  a  Committee  to  revise  the  By-Laws  and 
Regulations  of  said  Company,  and  to  apply  to  the  Legislature 
for  such  amendments  to  the  Charter  as  they  might  deem  neces- 
sary for  the  successful  management  of  the  Road. 

In  the  course  of  their  investigations,  the  Committee  became 
deeply  impressed  with  the  importance  of  effecting  a  radical 
change  in  the  organization  of  the  Company. 

The  Committee  having  unanimously  agreed  upon  certain 
changes  which  they  deemed  advisable,  recommended  the 
adoption  of  the  same  to  a  called  meeting  of  the  stockholders 
held  in  Raleigh  on  the  12th  instant. 

At  this  meeting,  although  a  majority  of  the  individual  stock 
was  represented,  in  consequence  of  the  absence  of  the  State's 
Proxy,  no  legal  action  could  be  had;  but  the  individual 
stockholders,  composed  of  prominent  and  influential  men  from 
different  sections  oi  the  State,  cordially  adopted  the  recom- 
mendation of  the  Committee,  and  instructed  them  to  go  for- 
ward and  urge  the  adoption  of  the  same  by  the  Legislature. 
These  alterations  consist  chiefly  in  the  reduction  of  the  num- 
ber of  Directors,  and  the  manner  of  their  appointment.  Un- 
der the  present  Charter,  the  Company  is  managed  by  a  Board 


2  Memorial  No.  — .  [Session 

of  twelve  Directors,  eight  of  whom  are  annually  appointed  by 
the  Governor  of  the  State,  by  and  with  the  advice  and  consent 
of  his  Council,  and  four  are  elected  by  the  individual  stock- 
holders at  their  annual  meeting.  This  large  majority  on  the 
part  of  the  State,  virtually  give  the  Governor,  for  the  time 
being,  the  control  of  the  Road,  and  discourages  individual 
stockholders  from  attempting  to  remedy  existing  evils,  by 
any  changes  they  might  be  able  to  make  in  choosing  the  four 
Directors  which  they  are  at  present  authorized  to  elect ;  and 
the  Governor,  from  the  nature  of  his  engagements,  however 
much  disposed,  is  utterly  unable  to  make  the  best  appoint- 
ments, and  after  these  appointments  are  made,  whether  wise- 
ly or  unwisely,  the  history  of  the  past,  warrants  the  assertion, 
that  little  hope  can  be  entertained  of  their  being  permanent. 

Owing  to  these  frequent  changes,  the  Company  can  adopt 
no  fixed  and  permanent  policy  ;  and  instability  has  conse- 
quently marked  the  government  of  the  Road  from  its  com- 
mencement. 

A  reduction  in  the  whole  number  of  directors  is  recom- 
mended, with  a  view  that  each  member  of  the  board  may  feel 
more  directly  his  responsibility  in  the  management  of  the 
Road. 

They,  therefore,  propose  to  reduce  the  whole  number  of 
Directors  to  nine,  three  of  whom  shall  be  appointed  by  the 
State,  and  six  by  the  individual  stockholders. 

This  policy  would  throw  upon  the  individual  stockholder* 
the  responsibility  for  the  government  of  the  Road,  and  by 
thus  stimulating  their  private  interest,  it  is  believed  would 
ensure  a  better  and  more  successful  management  of  the  affairs 
of  the  Company.  Experience  in  other  States  has  shown  the 
correctness  of  these  views,  and  all  experience  has  proved  that 
a  divided  responsibility  between  the  State  and  individuals,  in 
such  matters  has  uniformly  worked  injuriously  to  both  in- 
terests. 

The  sole  object  of  your  memorialists  being  to  secure  such 
management  as  will  guarantee  to  the  stockholders  a  divi- 
dend, and  enhance  the  value  of  the  stock  of  the  Company, 
they  cannot  see  any  thing  in  this  policy  likely  to  injure  the 
interests  of  the  State. 


1866- '67.]  Memorial  No.  — .  3 

The  Committee  further  recommend  that  in  conformity  with 
these  views,  the  Charter  shall  be  so  amended  as  to  provide 
that  the  Proxy  of  the  State  shall  in  all  general  meetings  of 
the  stockholders,  be  entitled  to  cast  a  vote  equal  to  one-third 
of  the  whole  number  of  votes  to  which  the  individual  stock, 
holders  in  such  meeting  shall  be  entitled. 

The  Committee  further  recommend  that  it  be  provided  in 
the  Charter  that  no  person  shall  be  qualified  to  act  as  a  Di- 
rector on  the  part  of  the  State  or  of  the  individual  stockhold- 
ers, who  is  not  at  the  time  of  his  appointment  or  election,  the 
holder  of  at  least  twenty  shares  of  stock  in  said  Company. 
The  reason  of  this  change  is  so  obvious  as  merely  to  require 
the  attention  of  the  Legislature  to  be  called  to  it.  No  person 
who  has  not  some  decided  pecuniary  interest  in  the  Company, 
will  be  willing  to  devote  sufficient  of  his  time  and  attention 
to  the  details  of  its  management,  for  the  mere  pittance  of  his 
per  diem  or  the  privilege  of  riding  free  over  the  Roads. 

The  Committee  would  call  the  attention  of  the  Legislature 
also,  to  the  mode  of  taxation  at  present  provided.  By  the 
amended  Charter,  whenever  the  profits  of  the  Company  shall 
exceed  six  per  centum  per  annum,  the  State  has  the  privilege 
of  taxing  the  real  estate  and  other  property  of  the  Company. 
By  the  general  Revenue  law,  the  Counties  and  towns  have 
the  right  of  taxing  whatever  property  the  State  has  taxed  in 
the  same  proportion.  The  State  owns  three-fourths  of  the 
stock  in  this  Company,  and  it  is  evident,  whenever  she  exer- 
cises the  right  of  taxation,  the  same  right  can  be  exercised 
by  the  Counties,  towns,  and  the  State  contributes  three-fourths 
of  these  taxes.  This  is  manifestly  unintentional  and  injuri- 
ous to  the  interests  of  the  State,  and  for  that  reason,  if  for  no 
other,  should  be  altered.  The  Committee  propose  as  a  sub- 
stitute for  this  mode  of  taxation,  to  tax  the  dividends  on  the 
stock  of  individual  stockholders,  in  the  same  manner  and  to 
the  same  extent  as  the  State  taxes  interest  on  money  loaned, 
and  to  exempt  the  stock  and  all  other  property  of  the  corpor- 
ation from  taxation. 

The  Committee  also  propose  that  the  mode  of  serving  pro- 
cess against  said  Company  be  altered  so  as  to  make  it  conform 
to  the  general  law  on  this  subject,  that  is,  that  such  process 


4  Memoeial  No.  — .  [Session 

shall  be  served  on  the  President,  Treasurer,  Secretary  or  some 
Director  of  said  Company. 

In  conformity  with  these  views,  the  Committee  has  pre- 
pared a  bill  which  they  herewith  submit,  embodying  the 
same,  and  beg  if  this,  as  a  whole,  shall  not  meet  their  appro- 
bation, the  Legislature  would  pass  an  act  incorporating  such 
of  these  provisions  as  they  may  think  proper,  to  be  submitted 
to  the  stockholders  for  their  approval.- 

GEO.  W.  MORDECAI, 
RUFUS  BARMNGEB, 
WM.  A.  CALDWELL. 


House  Bill  No.  169.]  [Ses.  1866-'67. 

Introduced  by  Mr.  Cowan,  of  New  Hanover. 
Wm.  E.  Pell,  Printer  to  the  State. 


A  BILL  TO  AMEND  AN  ACT  ENTITLED  AN  ACT  TO 
INCORPORATE  THE  NORTH  CAROLINA  RAIL 
ROAD  COMPANY,  PASSED  AT  THE  SESSION  OF 
1848-'49,  AND  AN  ACT  FOR  THE  COMPLETION 
OF  THE  NORTH  CAROLINA  RAIL  ROAD,  PASSED 
AT  THE  SESSION  OF  1854-'55. 

Section  1.  Be  it  enacted  by   the  General  Assembly  of  the 

2  State  of  North  Carolina,  and  it  is  hereby  enacted  by  the  au- 

3  thority  of  the  same,  That  the  affairs  of  said  Company  shall 

4  be  hereafter  managed  and  directed  by  a  general  board  to 

5  consist  of  nine  Directors,  three  of  whom  shall  be  appointed 

6  by  the  Governor,  by  and  with  the  advice  and  consent  of 

7  his  Council,  and  may  be  removed  in  like  manner,  and  six 

8  of  whom  shall  be  elected  by  the  individual  stockholders, 

9  from  among  their  number  at  their  general  annual   meet- 

10  ings,  and  that  no  person  shall  be  competent  to  act  as  a 

11  Director  in  said  Company,  who  is  not  at  the  time  of  his 

12  appointment  or  election  a  stockholder  to  the  amount  of  at 

13  least  twenty  shares  of  stock  in  said  Company  :     Provided, 

14  That  this  appointment  and  election  of  Directors  shall  not 

15  take  effect  until  the  next  general  annual  meeting  of  the 

16  stockholders. 

Sec.  2.  Be  it  further  enacted,  That  in  all  meetings  of  the 

2  stockholders,  the  Proxy  of  the  State  shall  be  entitled  to 

3  cast  a  vote  equal  to  one-third  of  the  whole  number  of  votes 

4  to  which  the  individual  stockholders   in   such   meeting, 

5  shall  be  entitled,  on  all  matters  and  questions  arising  in 

6  such  meeting,  the  election  of  Directors  only  excepted. 

Sec.  3.  Be  it  further  enacted,  That  whenever  the  divi- 


2  House  Bill  No.  169.  [866-67- 

2  dends  of  profits  of  said    Company   shall  equal   six  per 

3  centum  per  annum,  the  Legislature  shall  be  at  liberty  to 

4  tax  the  dividends  or  stock  in  said  Company,  held  by  in- 

5  dividuals  or  corporations,  in  the  same  manner  and  to  the 

6  same  extent  as  they  may  tax  interest  on  money  loaned, 

7  the  said  tax  to  be  paid  into  the  Treasury  of  the  State,  by 

8  the  Treasurer  of  the  Rail  Road  Company  and  to  be  by 

9  him  deducted  from  the  dividends  on  individual  stock,  and 

10  that  the  individual  stock,  the  franchise  and  all  other  pro- 

11  perty  of  the  corporation  whether  real  or  personal,  shall  be 

12  exempt  from  taxation. 

Sec.  4.  Be  it  further  enacted,  That  section  7  of  the  act 

2  incorporating  the  said  Company  shall  be,  and  is  hereby 

3  repealed,  and  that  all  process  against  said  Company  shall 

4  be  served  as  provided  by  the  general  law  relating  to  cor- 

5  porations. 

Sec.  5.  Be  it  further  enacted,  That  all  laws  and  clauses 

2  of  laws  coming  within  the  meaning  and  purview  of  this 

3  act  shall  be,  and  the  same  are  hereby  repealed. 

Sec.  6.  Be  it  further  enacted,  That  this  act  shall  take 

2  effect  whenever  the  same  shall  be  accepted  and  ratified  by 

3  the  stockholders  of  said  Company  in  general  meeting  as- 

4  sembled. 


Digitized  by  the  Internet  Archive 

in  2012  with  funding  from 

University  of  North  Carolina  at  Chapel  Hill 


http://www.archive.org/details/billtoamendactenactnorth 


UNIVERSITY  OF  N.C.  AT  CHAPEL  HILL 


00042071532 


FOR  USE  ONLY  IN 
THE  NORTH  CAROLINA  COLLECTION 


-:    ■■"'■     -     ■  • 


